[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-option-to-buy-agreement-long-D1192":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":186,"customdescription":6,"mdFm":187,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"OPTION TO BUY AGREEMENT This Option to Buy Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME] (the \"Buyer\"), an individual with his principal place of living located at: [COMPLETE ADDRESS] WHEREAS, Owner is the fee proprietor of certain real property being, lying and situated in [CITY], [STATE/PROVINCE], such real property having a street address of [COMPLETE ADDRESS] (the \"Property\"). WHEREAS, Owner and Buyer have together executed a prior lease agreement; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: Buyer hereby pays to Owner the sum of $[AMOUNT] in consideration for this option, which option [SHALL OR SHALL NOT] be credited to the purchase price if option exercised. The Owner shall not refund the fee if the Buyer defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase. Buyer has the option and the right to buy [DESCRIBE PROPERTY] during the option period for the full price of $[AMOUNT]. Provided that the Buyer timely executes the option to purchase, is not in default of the Lease Agreement, and closes the conveyance of the Property, the Owner [SHALL OR SHALL NOT] credit towards the purchase price at closing the sum of $[AMOUNT] from each monthly lease payment that the Buyer timely made. The Buyer [SHALL OR SHALL NOT] receive credit at closing for any monthly lease payment that the Owner received after the due date specified in the Lease Agreement. The option to purchase period commences on [START DATE] and will remain in effect until [END DATE], and thereupon expire unless sooner exercised. To exercise the option, Buyer must notify Owner of same by certified mail within the option period. The closing date must occur before the original expiration date of the Lease Agreement, or the date of the expiration of the Option to Purchase Agreement, whichever occurs later. This Option to Purchase Agreement is exclusive and non-assignable and exists solely for the benefit of the named parties above. Should Buyer attempt to assign, convey, delegate, or transfer this option to purchase without the Owner's express written permission, any such attempt shall be deemed null and void. If Buyer exercises the option, then Buyer and Owner agree to sign the attached and completed contract of sale, and consummate the sale on its terms. Owner shall determine the title company at which settlement shall occur and shall inform Buyer of this location in writing",null,"Option to Buy Agreement Long","3",36,"doc","https://templates.business-in-a-box.com/imgs/1000px/option-to-buy-agreement_long-D1192.png","https://templates.business-in-a-box.com/imgs/250px/1192.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1192.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Real Estate","/templates/real-estate-business/",{"label":20,"url":21},"Business Checklists","/templates/business-checklists/","option to buy agreement long","Option to Buy Agreement Long Template","https://templates.business-in-a-box.com/imgs/400px/1192.png","https://templates.business-in-a-box.com/imgs/600px/1192.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Sales & Purchase","/templates/sales-and-purchase/",[39,43,47,51,55,59,63,67,71,75,79,83,87,105,123,144,158,173],{"label":40,"url":41,"thumb":42,"extension":10},"Option to Buy Agreement","/template/option-to-buy-agreement-D336","https://templates.business-in-a-box.com/imgs/250px/336.png",{"label":44,"url":45,"thumb":46,"extension":10},"Buy Sell Agreement","/template/buy-sell-agreement-D12611","https://templates.business-in-a-box.com/imgs/250px/12611.png",{"label":48,"url":49,"thumb":50,"extension":10},"Consulting Agreement Long","/template/consulting-agreement---long-D12543","https://templates.business-in-a-box.com/imgs/250px/12543.png",{"label":52,"url":53,"thumb":54,"extension":10},"Put Option Agreement","/template/put-option-agreement-D339","https://templates.business-in-a-box.com/imgs/250px/339.png",{"label":56,"url":57,"thumb":58,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":60,"url":61,"thumb":62,"extension":10},"Option to Lease Agreement","/template/option-to-lease-agreement-D1193","https://templates.business-in-a-box.com/imgs/250px/1193.png",{"label":64,"url":65,"thumb":66,"extension":10},"Employee Stock Option Agreement","/template/employee-stock-option-agreement-D12613","https://templates.business-in-a-box.com/imgs/250px/12613.png",{"label":68,"url":69,"thumb":70,"extension":10},"Exchange of Shares Agreement Long Form","/template/exchange-of-shares-agreement-long-form-D331","https://templates.business-in-a-box.com/imgs/250px/331.png",{"label":72,"url":73,"thumb":74,"extension":10},"Accept Option Extension of Agreement","/template/accept-option-extension-of-agreement-D845","https://templates.business-in-a-box.com/imgs/250px/845.png",{"label":76,"url":77,"thumb":78,"extension":10},"Limited Partnership Agreement Long Form","/template/limited-partnership-agreement-long-form-D1011","https://templates.business-in-a-box.com/imgs/250px/1011.png",{"label":80,"url":81,"thumb":82,"extension":10},"Equipment Lease Agreement Long","/template/equipment-lease-agreement-long-D1141","https://templates.business-in-a-box.com/imgs/250px/1141.png",{"label":84,"url":85,"thumb":86,"extension":10},"Subordination Agreement Long Form","/template/subordination-agreement-long-form-D424","https://templates.business-in-a-box.com/imgs/250px/424.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":103,"url":104},"PURCHASE & SALE AGREEMENT This Purchase & Sale Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [SELLER'S NAME], (\"Seller\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [BUYER'S NAME], (\"Buyer\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF PROPERTY The Seller agrees to sell, and the Buyer agrees to purchase, the real property located at [PROPERTY ADDRESS], including all improvements, fixtures, and appurtenances thereto (the \"Property\"). A full legal description of the Property is attached hereto as Exhibit A. PURCHASE PRICE AND PAYMENT TERMS 2.1 The Buyer shall pay the Seller a total purchase price of [PURCHASE PRICE AMOUNT] for the Property, as specified in Exhibit A. 2.2 Payment Terms: [DETAIL PAYMENT TERMS, SUCH AS DOWN PAYMENT, FINANCING ARRANGEMENTS, ESCROW DETAILS, ETC. INCLUDE ANY CONDITIONS OR CONTINGENCIES RELATED TO FINANCING.] DUE DILIGENCE AND INSPECTIONS 3.1 Due Diligence: The Buyer shall have [DUE DILIGENCE PERIOD] days from the Effective Date of this Agreement to conduct due diligence, including but not limited to property inspections, title review, and appraisal. 3.2 Inspection Findings: In case of any material defects or issues discovered during the Due Diligence Period, the Buyer may request repairs, a reduction in purchase price, or may terminate this Agreement. CLOSING 4","Purchase and Sale Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/purchase-and-sale-agreement-D13884.png","https://templates.business-in-a-box.com/imgs/250px/13884.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13884.xml",{"title":96,"description":6},"purchase and sale agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Purchase & Sale Agreements","purchase-sale-agreement","purchase sale agreement","/template/purchase-and-sale-agreement-D13884",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":121,"url":122},"EQUIPMENT LEASE - WITH PURCHASE OPTION This Equipment Lease - Purchase Option (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Lessor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Lessee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS the Lessor wishes to enter into an operating lease with the Lessee for the equipment hereinafter described; WHEREAS the Lessee wishes to lease such equipment from the Lessor on the basis of the operating lease terms and conditions hereinafter set forth; NOW THEREFORE, the parties hereby agree as follows: 1. LEASE AGREEMENT 1.1 Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor all the machinery, equipment and other personal and movable property (hereinafter collectively called the \"Equipment\" and individually an \"item\" of Equipment) described in Schedule \"A\" hereto or in such replacement equipment lease schedules which may from time to time hereafter be executed by Lessor and Lessee and attached hereto or incorporated herein by reference, upon the terms and conditions set forth in this Lease, as supplemented by the terms and conditions set forth in the appropriate schedule identifying such items of Equipment. 1.2 All of the terms and conditions of this Lease shall govern the rights and obligations of Lessor and Lessee except as specifically modified in writing. Whenever reference is made herein to \"this Lease\", it shall be deemed to include each of the various schedules identifying all items of Equipment and any additional terms applying to any item of Equipment, all of which constitute one undivided lease of the Equipment on the terms and conditions incorporated herein by reference. 2. TERM 2.1 The obligations under this Lease in respect of the Equipment shall commence as of and from [DATE], and shall continue until [DATE] inclusively (provided Lessee is not in default hereunder at such time) and unless terminated prior thereto pursuant to the provisions hereof and unless modified by any schedule. 3. RENTAL PAYMENTS 3.1 Lessee shall pay to Lessor as rent for the Equipment monthly rent payments during the term of this Lease in the amount of [AMOUNT IN LETTERS] Dollars ($[AMOUNT]) each month. 3.2 The Lessor shall receive from the Lessee, upon or prior to the execution hereof, a non-refundable commitment fee of [AMOUNT IN LETTERS] Dollars ($[AMOUNT]). 3.3 The first rental payment shall be due and payable on [DATE], and the subsequent monthly rental payments shall be due on the [NUMBER IN LETTERS] ([NUMBER]) day of each month thereafter during the term hereof, each at the office of the Lessor, [YOUR COMPLETE ADDRESS], or at the offices of its assigns (or at such other place as Lessor from time to time designates in writing). The receipt of any check or other item on account of any rental payment will not be considered as payment thereof unless such check or other item is honored when presented for payment. 3.4 Lessee shall have the sole responsibility for and shall duly and punctually pay all Taxes and all license and similar fees payable at any time upon, or in respect of, the Equipment, this Lease, any rent payments and any other payments or transactions contemplated hereunder. As used herein, \"Taxes\" means any and all taxes, imposts, levies, fees, duties and charges imposed by any federal, [state/provincial], municipal or other taxing authority on Lessor, Lessee or the Equipment, its purchase, sale, ownership, delivery, possession, operation or lease, including, without limitation, sales, excise, use, property, business transfer, goods and services and value added taxes. 4. TERMS AND CONDITIONS OF LEASE 4.1 The terms and conditions of this Lease annexed hereto as Schedule \"B\" are incorporated herein by reference as if fully set forth herein and shall be deemed to form an integral part of this Lease. 5. GENERAL TERMS 5.1 This Lease shall be interpreted and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE] and treated in all respects as an [STATE/PROVINCE] contract. 5.2 All amounts expressed herein and in the various Schedules hereto are in legal tender of [COUNTRY] ([COUNTRY] $), unless expressly provided otherwise. 5.3 This Lease shall enure to the benefit of and be binding upon Lessor and Lessee and their respective successors and permitted assigns. 5.4 This Lease and the rights and obligations hereunder may not be assigned by Lessee without the prior express written consent of Lessor. Lessor may assign this Lease and its rights and obligations hereunder at any time in whole or in part. 5.5 Lessee acknowledges that all additional security now or hereafter held by Lessor as security for any debts or obligations of Lessee to Lessor shall secure the obligations of Lessee to Lessor under this Lease. 5.6 Lessee hereby acknowledges receipt of an executed copy of this Lease. IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above. LESSOR LESSEE Authorized Signature Authorized Signature Print Name and Title Print Name and Title SCHEDULE A EQUIPMENT DESCRIPTION SCHEDULE B TERMS AND CONDITIONS OF LEASE Warranty Limits and Disclaimer The terms and conditions set out in the Purchase and Security Agreement between [YOUR COMPANY NAME] and Lessee dated [DATE] regarding warranty limits and disclaimers with respect to the items of Equipment respectively dealt with therein are incorporated herein by reference as if herein set forth at length. Without limiting the generality of the foregoing, LESSOR HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND ANY AGREEMENTS, REPRESENTATIONS, AFFIRMATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, MADE BY ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF LESSOR, UNLESS SPECIFICALLY SET FORTH IN THIS PARAGRAPH OR SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. LESSOR'S LIABILITY FOR ANY DEFECT IN MATERIAL OR WORKMANSHIP OF THE EQUIPMENT IS LIMITED TO THE WARRANTY SET FORTH IN THIS PARAGRAPH AND LESSOR SHALL NOT BE LIABLE FOR BREACH OF CONTRACT ARISING FROM ANY DEFECT IN MATERIAL OR WORKMANSHIP OF THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSSES BASED UPON DOWNTIME, OVERHEAD, LOST LABOUR, DAMAGES TO MACHINERY, SPOILAGE, LOST PRODUCTION OR PROFITS OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS TRANSACTION. LESSOR SHALL NOT BE LIABLE FOR ANY OTHER FAILURES OR DEFECTS. Except as expressly provided above, Lessee agrees that Lessor has not given any express or implied representation or warranty as to the design, merchantability, suitability, durability or condition of the Equipment and the doctrine of fundamental breach shall have no application to this Lease. 2. Equipment Owned by Lessor This Lease is one of leasing only and Lessee shall not have or acquire any right, title or interest in or to the Equipment, which shall remain with Lessor, except the right of Lessee and its competent employees to use or operate the Equipment as provided herein. Lessee hereby expressly waives any rights, benefits or protection given to it by the laws, present or future, of any jurisdiction, in favor of conditional sales lessees or bailees. 3. Loss or Damage to Equipment Lessee assumes the entire risk of loss of or damage to the Equipment from any cause whatsoever. No loss or damage to the Equipment or any part thereof shall affect or impair the obligations of Lessee hereunder which shall continue in full force and effect. 4","Equipment Lease Agreement With Option to Purchase","12",73,"https://templates.business-in-a-box.com/imgs/1000px/equipment-lease-agreement_with-option-to-purchase-D1143.png","https://templates.business-in-a-box.com/imgs/250px/1143.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1143.xml",{"title":6,"description":6},[115,118],{"label":116,"url":117},"Production & Operations","production-operations",{"label":119,"url":120},"Equipment Agreement","equipment-agreement","equipment lease agreement with option to purchase","/template/equipment-lease-agreement-with-option-to-purchase-D1143",{"description":124,"descriptionCustom":6,"label":125,"pages":126,"size":127,"extension":10,"preview":128,"thumb":129,"svgFrame":130,"seoMetadata":131,"parents":132,"keywords":142,"url":143},"RIGHT OF FIRST REFUSAL This Confidential Instructions: Right of First Refusal Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Investor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the [YOUR COMPANY NAME], the \"Investor\" is acquiring concurrently with the execution and delivery of this Agreement [NUMBER] shares of the Company's Series A Preferred Stock, par value [AMOUNT] per share (the \"Series A Preferred Stock\"), at a purchase price of [AMOUNT] per share; and WHEREAS, as a condition to the issuance to the Investor of such shares of the Series A Preferred Stock, the Investor has agreed to grant the Company a right of first refusal with respect to such shares of the Series A Preferred Stock and all shares of the common stock, preferred stock, and all other securities of the Company which may be issued to the Investor in exchange for or in respect of such shares of the Series A Preferred Stock in any stock dividend, stock split, reclassification or similar event (together, the \"Shares\"). THEREFORE, the undersigned agree as follows: COMPANY'S RIGHT OF FIRST REFUSAL Before any Shares held by the Investor or any transferee of the Investor (either being sometimes referred to herein as the \"Selling Stockholder\") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the \"Right of First Refusal\"). Notice of Proposed Transfer. The Selling Stockholder shall (a) deliver to the Company a written notice (the \"Notice\") stating: (i) the Selling Stockholder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (\"Proposed Transferee\"); (iii) the number of Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Selling Stockholder proposes to transfer the Shares (the \"Offered Price\"); and (v) the material terms and conditions of the proposed transfer (the \"Offer Terms\") and (b) offer the Shares at the Offered Price and on the Offer Terms to the Company or its assignee(s). Exercise of Right of First Refusal. At any time within [NUMBER] days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Selling Stockholder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. Purchase Price. The purchase price (the \"Purchase Price\") for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price, and the terms and conditions of the transferee shall be identical in all material respects to the Offer Terms (the \"Terms\"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Selling Stockholder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof, in any case in accordance with the Terms, within [NUMBER] days after delivery of the written notice by the Company as set forth in Section 2(b). Selling Stockholder's Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Selling Stockholder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the Offer Terms, provided that such sale or other transfer is consummated within [NUMBER] days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Selling Stockholder may be sold or otherwise transferred. Exception for Certain Transfers","Right of First Refusal Agreement","5",44,"https://templates.business-in-a-box.com/imgs/1000px/right-of-first-refusal-agreement-D5157.png","https://templates.business-in-a-box.com/imgs/250px/5157.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5157.xml",{"title":6,"description":6},[133,136,139],{"label":134,"url":135},"Business Plan Kit","business-plan-kit",{"label":137,"url":138},"Board of Directors","board-of-directors",{"label":140,"url":141},"Shareholders & Investors","shareholders-investors","right first refusal agreement","/template/right-of-first-refusal-agreement-D5157",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":156,"url":157},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[154,155],{"label":33,"url":99},{"label":101,"url":102},"asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":91,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":172},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":166,"description":6},"shareholders agreement",[168,169],{"label":33,"url":99},{"label":170,"url":171},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":174,"descriptionCustom":6,"label":175,"pages":8,"size":91,"extension":10,"preview":176,"thumb":177,"svgFrame":178,"seoMetadata":179,"parents":181,"keywords":184,"url":185},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":180,"description":6},"letter of intent_acquisition of business",[182,183],{"label":33,"url":99},{"label":33,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":188,"reviewer":200,"legal_disclaimer":204,"quick_facts":205,"at_a_glance":207,"personas":211,"variants":236,"glossary":262,"clauses":299,"how_to_fill":350,"common_mistakes":391,"faqs":416,"industries":444,"comparisons":461,"diy_vs_lawyer":474,"jurisdictions":487,"related_template_ids_curated":508,"schema":515,"classification":516},{"meta_title":189,"meta_description":190,"primary_keyword":191,"secondary_keywords":192,"family":191,"is_canonical":186},"Option to Buy Agreement Template Long (Free Word)","Free option to buy agreement template for granting a right to purchase real estate or business assets. Used in 190+ countries. Free Word and PDF download.","option to buy agreement template",[193,194,195,196,197,198,199],"option to purchase agreement template","option to buy contract template","option to buy agreement template word","option to buy real estate template","option to purchase property template","right to purchase agreement template","option agreement template free",{"name":201,"credential":202,"reviewed_date":203},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":206,"legal_review_recommended":204,"signature_required":204,"notarization_required":186},"advanced",{"what_it_is":208,"when_you_need_it":209,"whats_inside":210},"An Option to Buy Agreement is a binding legal contract in which a seller grants a buyer the exclusive right — but not the obligation — to purchase a specific property or business asset at a pre-agreed price within a defined time window. This free Word download covers the full long-form version, including option fee, exercise procedure, conditions precedent, default remedies, and closing mechanics.\n","Use it when a buyer needs time to secure financing, conduct due diligence, or satisfy regulatory conditions before committing to a purchase, and the seller agrees to hold the asset off the market for that period in exchange for a non-refundable option fee.\n","Parties and property description, option fee and consideration, option period and exercise procedure, purchase price and payment terms, conditions precedent, representations and warranties, default and remedies, and governing law and closing mechanics.\n",[212,216,220,224,228,232],{"title":213,"use_case":214,"icon_asset_id":215},"Real estate investors","Locking in a purchase price while arranging financing or rezoning approval","persona-real-estate-investor",{"title":217,"use_case":218,"icon_asset_id":219},"Business buyers","Securing the right to buy a business while completing due diligence","persona-business-buyer",{"title":221,"use_case":222,"icon_asset_id":223},"Developers and builders","Controlling land for a development project pending planning permission","persona-developer",{"title":225,"use_case":226,"icon_asset_id":227},"Commercial landlords","Granting a tenant the right to purchase leased premises at a future date","persona-landlord",{"title":229,"use_case":230,"icon_asset_id":231},"Startups and growth-stage companies","Optioning an acquisition target while completing regulatory or board approval","persona-startup-founder",{"title":233,"use_case":234,"icon_asset_id":235},"Joint venture partners","Reserving the right to buy out a co-owner's interest under agreed conditions","persona-jv-partner",[237,241,245,249,252,256,259],{"situation":238,"recommended_template":239,"slug":240},"Simple option on residential property with a short exercise window","Option to Buy Agreement (Short)","option-to-buy-agreement-D336",{"situation":242,"recommended_template":243,"slug":244},"Tenant exercising a right to buy leased commercial premises","Lease with Option to Purchase","equipment-lease-agreement-with-option-to-purchase-D1143",{"situation":246,"recommended_template":247,"slug":248},"Optioning a privately held business rather than real property","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":250,"recommended_template":125,"slug":251},"Granting a right of first refusal rather than an exclusive option","right-of-first-refusal-agreement-D5157",{"situation":253,"recommended_template":254,"slug":255},"Land option for a development project subject to planning approval","Land Option Agreement","land-lease-agreement-D13423",{"situation":257,"recommended_template":89,"slug":258},"Option combined with a full purchase and sale agreement","purchase-and-sale-agreement-D13884",{"situation":260,"recommended_template":160,"slug":261},"Buyout option clause embedded in a shareholders agreement","shareholders-agreement-D1016",[263,266,269,272,275,278,281,284,287,290,293,296],{"term":264,"definition":265},"Option Fee","A payment made by the buyer to the seller in exchange for the exclusive right to purchase; typically non-refundable but credited toward the purchase price on exercise.",{"term":267,"definition":268},"Option Period","The defined window of time during which the buyer may exercise the option; the right lapses automatically if not exercised before expiry.",{"term":270,"definition":271},"Exercise Notice","The formal written notice the buyer delivers to the seller to trigger the option and convert it into a binding purchase obligation.",{"term":273,"definition":274},"Purchase Price","The pre-agreed amount the buyer will pay for the asset if the option is exercised, fixed at signing regardless of market changes during the option period.",{"term":276,"definition":277},"Conditions Precedent","Specified events or approvals that must occur before the buyer is obligated to close — such as financing approval, clean title, or regulatory consent.",{"term":279,"definition":280},"Right of First Refusal","A related but distinct right that entitles the holder to match any third-party offer before the owner can sell to that third party — not an exclusive option at a fixed price.",{"term":282,"definition":283},"Closing","The final step in completing the transaction, at which the purchase price is paid and ownership of the asset is transferred to the buyer.",{"term":285,"definition":286},"Consideration","The legal value exchanged to make a contract binding; in an option agreement, the option fee serves as the consideration for the seller's commitment to hold the asset.",{"term":288,"definition":289},"Default","A party's failure to perform a material obligation under the agreement — such as the seller refusing to transfer title after the buyer exercises the option.",{"term":291,"definition":292},"Representations and Warranties","Factual statements made by each party at signing about the condition, title, and authority to sell the asset, which create liability if found to be false.",{"term":294,"definition":295},"Specific Performance","A court remedy requiring the defaulting party to fulfill the contract as written, rather than paying damages — commonly sought when land or unique assets are involved.",{"term":297,"definition":298},"Time of the Essence","A clause stating that all deadlines in the agreement are strict, meaning a party that misses a deadline is in immediate default without any grace period.",[300,305,310,315,320,325,330,335,340,345],{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Parties and asset description","Identifies the seller (optionor) and buyer (optionee) by their full legal names and describes the asset being optioned with enough specificity to be unambiguous — legal property description, parcel number, or business registration details.","This Option to Buy Agreement is entered into as of [DATE] between [SELLER FULL LEGAL NAME] ('Optionor') and [BUYER FULL LEGAL NAME] ('Optionee'). The subject property is described as: [LEGAL DESCRIPTION / ADDRESS / PARCEL ID] ('Property').","Using a street address alone without the legal property description. Addresses can be ambiguous or change; an unambiguous legal description or parcel number is required to record the option and enforce it against third parties.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Option fee and consideration","States the amount the buyer pays for the option right, whether it is refundable, and how it is credited — or forfeited — at closing or upon lapse.","In consideration of the sum of $[OPTION FEE AMOUNT], paid by Optionee to Optionor upon execution ('Option Fee'), Optionor hereby grants Optionee the exclusive option to purchase the Property. The Option Fee is non-refundable but shall be credited against the Purchase Price if the option is exercised.","Failing to state whether the option fee is refundable if conditions precedent are not met. Ambiguity on this point is a frequent source of disputes — specify refundability for each scenario explicitly.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Option period and extension","Defines the start and expiry dates of the option window and, if applicable, the buyer's right to extend for an additional fee.","The option shall commence on [START DATE] and expire at 5:00 p.m. [TIMEZONE] on [EXPIRY DATE] ('Option Period'), unless sooner terminated. Optionee may extend the Option Period by [X] days upon payment of an additional $[EXTENSION FEE] no later than [X] business days before expiry.","Not specifying a time of day for expiry. Without a time, the option technically runs until midnight — creating a gap in which a seller may attempt to accept another offer or take other action during the expiry day.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Exercise procedure","Prescribes the exact method by which the buyer exercises the option — written notice, delivery method, recipient, and what happens immediately after exercise.","Optionee may exercise the option by delivering written notice to Optionor at [ADDRESS / EMAIL] via [certified mail / overnight courier / email with read receipt] no later than the expiry of the Option Period ('Exercise Notice'). Upon delivery of the Exercise Notice, this Agreement shall constitute a binding Purchase and Sale Agreement on the terms set out herein.","Allowing any form of informal notice — including a text message or verbal notice — to constitute valid exercise. Courts have split on this; specify a delivery method and confirm receipt as required to avoid a seller claiming they never received timely notice.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Purchase price and payment terms","States the total purchase price locked in at signing, the deposit due upon exercise, and the balance due at closing.","The total Purchase Price for the Property shall be $[PURCHASE PRICE] ('Purchase Price'). Upon exercise, Optionee shall pay a deposit of $[DEPOSIT AMOUNT] within [X] business days. The balance of $[BALANCE] shall be paid in immediately available funds at Closing.","Fixing a purchase price without an adjustment mechanism for a multi-year option period. In long-horizon options (12+ months), the lack of an indexing or renegotiation clause can render the agreement commercially impractical or invite challenge.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Conditions precedent to closing","Lists the events or approvals that must be satisfied before the buyer is obligated to close — such as clean title, financing, environmental clearance, or zoning approval — and the consequence if they are not met.","The obligation of Optionee to close is subject to satisfaction of the following conditions by [CONDITION DEADLINE]: (a) clear and marketable title to the Property, free of liens other than [PERMITTED ENCUMBRANCES]; (b) financing approval for $[AMOUNT] on terms acceptable to Optionee; (c) [ANY ADDITIONAL CONDITIONS]. If any condition is not satisfied, Optionee may terminate this Agreement by written notice, in which case [SPECIFY OPTION FEE TREATMENT].","Writing conditions precedent so broadly that the buyer can exit for almost any reason. Sellers should require that conditions be specific, objective, and time-bound so the option period does not become a free diligence window with no real commitment.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Representations and warranties","Statements by both parties confirming their authority to enter the agreement and the seller's representations about title, condition, and absence of undisclosed encumbrances.","Optionor represents and warrants that: (a) Optionor has full legal authority to grant this option and sell the Property; (b) the Property is free of undisclosed liens, encumbrances, or claims; (c) there are no pending or threatened legal proceedings affecting the Property; and (d) Optionor has not granted any other option, right of first refusal, or purchase right over the Property.","Omitting a warranty that no competing option or right of first refusal exists. If a prior right holder surfaces after signing, the buyer's option may be unenforceable or the seller may be in simultaneous default under two agreements.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Default and remedies","Defines what constitutes default by either party, the notice and cure period, and the available remedies — including specific performance, forfeiture of the option fee, or damages.","In the event of Optionor's default, Optionee may: (a) seek specific performance compelling Optionor to complete the sale; or (b) terminate this Agreement and recover all amounts paid hereunder plus [LIQUIDATED DAMAGES / ACTUAL DAMAGES]. In the event of Optionee's default after exercise, Optionor may retain the Option Fee as liquidated damages, which the parties agree represents a reasonable estimate of Optionor's loss.","Providing only a damages remedy for seller default without preserving the right to seek specific performance. Because real property is legally unique, specific performance is generally available — and failing to preserve it in the contract weakens the buyer's negotiating position in a dispute.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Assignment","States whether the buyer may transfer the option right to a third party — such as an affiliate, an LLC formed for the acquisition, or another investor — and whether seller consent is required.","Optionee may not assign this Agreement or any rights hereunder without the prior written consent of Optionor, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Optionee may assign to a wholly-owned affiliate upon [X] days' written notice to Optionor.","Leaving assignment silent. Without an express clause, assignment rights default to jurisdiction-specific rules — in some states, option rights are freely assignable by default, which may not be what the seller intended.",{"name":346,"plain_english":347,"sample_language":348,"common_mistake":349},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and the process for resolving disputes — litigation, mediation, or arbitration.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS / applicable body] in [CITY], except that either party may seek injunctive relief or specific performance in any court of competent jurisdiction.","Choosing a governing law that has no connection to the property's location. Real property disputes are typically subject to the law of the jurisdiction where the property is situated, and a conflicting choice-of-law clause may be disregarded by a court.",[351,356,361,366,371,376,381,386],{"step":352,"title":353,"description":354,"tip":355},1,"Identify the parties using their full legal names","Enter the seller's and buyer's full legal names — individual or registered entity — exactly as they appear on title or corporate registry documents. Mismatched names create title defects at closing.","If the buyer intends to close through an entity not yet formed (e.g., a project LLC), include an assignment clause allowing transfer to a wholly-owned affiliate without seller consent.",{"step":357,"title":358,"description":359,"tip":360},2,"Describe the asset precisely","For real property, use the full legal description from the deed or title report, not just the street address. For a business, include the registered name, registration number, and a description of the assets included.","Attach the legal description as Schedule A and reference it in the body of the agreement — this prevents transcription errors in the main text.",{"step":362,"title":363,"description":364,"tip":365},3,"Set the option fee, refundability, and credit terms","State the option fee amount, confirm it is non-refundable (or specify the refund conditions), and clarify whether it is credited toward the purchase price at closing.","A non-refundable option fee of 1–3% of the purchase price is market-standard for real estate; adjust upward for longer option periods or highly competitive assets.",{"step":367,"title":368,"description":369,"tip":370},4,"Define the option period with a precise expiry time","Enter the start date, expiry date, and time of day (with time zone). If you are including an extension right, specify the extension fee and the deadline for exercising it.","Build in enough time to complete all due diligence — environmental, title, and financing — before the option period ends. Compressed timelines are the leading cause of buyers losing option fees.",{"step":372,"title":373,"description":374,"tip":375},5,"Specify the exercise procedure and required notice method","Define exactly how the buyer must deliver the exercise notice — certified mail, email with read receipt, or hand delivery — and to whom. Confirm that exercise converts the option into a binding purchase obligation automatically.","Require the buyer to send the exercise notice to both the seller and the seller's attorney simultaneously to prevent disputes about notice receipt.",{"step":377,"title":378,"description":379,"tip":380},6,"List all conditions precedent with specific deadlines","Enumerate each condition — financing, clear title, zoning approval — with a measurable standard and a deadline. State whether the option fee is refunded if a condition fails.","Tie each condition to a specific deadline that falls before the option expiry, not on it — this gives time for the parties to negotiate if a condition is close to being met.",{"step":382,"title":383,"description":384,"tip":385},7,"Complete the representations and warranties","Have the seller confirm authority to sell, clear title, no competing options, and no undisclosed encumbrances. The buyer should confirm authority to enter the agreement.","Request a current title report or abstract before finalizing the representations — it is faster to negotiate accurate warranties at signing than to resolve title issues after exercise.",{"step":387,"title":388,"description":389,"tip":390},8,"Sign before the option period begins and consider recording","Both parties must sign before the option period starts. In most jurisdictions, an option on real property can be recorded against the title to put third parties on notice and protect the buyer's priority.","Recording the option (or a memorandum of option) is strongly advisable for any option exceeding 60 days — it prevents the seller from granting a competing interest to a bona fide third-party purchaser.",[392,396,400,404,408,412],{"mistake":393,"why_it_matters":394,"fix":395},"Using a street address instead of the legal property description","Addresses are administrative identifiers, not legal descriptions. An option recorded with only an address may be unenforceable against a subsequent purchaser who claims the property was not identifiable.","Attach the full legal description from the title report as Schedule A, reference it throughout the agreement, and use the parcel identification number as a secondary identifier.",{"mistake":397,"why_it_matters":398,"fix":399},"Leaving option fee refundability ambiguous","When conditions precedent fail or due diligence uncovers problems, buyers assume the fee is refundable and sellers assume it is not — creating immediate litigation exposure.","State explicitly for each scenario — seller default, buyer voluntary termination, failed conditions, and expiry — whether the option fee is retained, refunded, or credited.",{"mistake":401,"why_it_matters":402,"fix":403},"No exercise notice formality requirements","Sellers have successfully argued that an informal email or phone call did not constitute valid exercise, leaving a buyer who believed they had exercised the option without a binding purchase agreement.","Require exercise by written notice delivered via a specified method — certified mail, overnight courier, or email with confirmed read receipt — to a named recipient by the deadline.",{"mistake":405,"why_it_matters":406,"fix":407},"Failing to record the option or a memorandum of option","An unrecorded option on real property is generally not binding on a subsequent bona fide purchaser who buys the property without notice of the option, effectively destroying the buyer's right.","Record the agreement or a short-form memorandum of option in the land records of the county or jurisdiction where the property is located as soon as possible after signing.",{"mistake":409,"why_it_matters":410,"fix":411},"No specific performance remedy preserved for buyer","If the seller refuses to close after the buyer exercises the option, a buyer limited to a damages remedy may recover far less than the value of the deal — particularly in rising markets where the property's value has appreciated.","Explicitly preserve the buyer's right to seek specific performance in equity, in addition to damages, in the default and remedies clause.",{"mistake":413,"why_it_matters":414,"fix":415},"Conditions precedent drafted too broadly","Vague conditions — such as 'financing satisfactory to buyer' with no further definition — allow the buyer to walk away for almost any reason, making the option period a free due diligence window with no real seller protection.","Define each condition with an objective standard: loan amount, interest rate ceiling, lender type, or approval authority. Add a good-faith-efforts obligation for the buyer to pursue each condition diligently.",[417,420,423,426,429,432,435,438,441],{"question":418,"answer":419},"What is an option to buy agreement?","An option to buy agreement is a binding contract in which a seller grants a buyer the exclusive right — but not the obligation — to purchase a specific property or business asset at a fixed price within a defined time period. The buyer pays a non-refundable option fee for this right. If the buyer exercises the option before it expires, the seller is legally obligated to complete the sale on the agreed terms. If the buyer does not exercise, the option lapses and the seller keeps the option fee.\n",{"question":421,"answer":422},"What is the difference between an option to buy and a purchase agreement?","A purchase agreement creates an immediate mutual obligation — both parties are bound to complete the transaction. An option to buy creates a one-sided right: the buyer may choose to purchase, but the seller cannot sell to anyone else during the option period. The buyer's obligation only arises when they deliver the exercise notice. This distinction is critical for buyers who need time to arrange financing or complete due diligence before committing.\n",{"question":424,"answer":425},"Is an option to buy agreement legally binding?","Yes, an option to buy agreement is generally legally binding when it includes valid consideration (the option fee), clearly identifies the parties and the asset, and specifies the purchase price and option period. The seller's obligation to keep the offer open and not sell to a third party is fully enforceable. Once the buyer exercises the option, both parties are bound to complete the sale on the agreed terms, and either party may seek specific performance or damages for default.\n",{"question":427,"answer":428},"Can the option fee be credited toward the purchase price?","Yes, and this is the most common arrangement. The option fee is typically non-refundable if the buyer does not exercise, but is credited in full against the purchase price if the buyer exercises the option and the deal closes. Some agreements split this — crediting a portion and retaining the rest as compensation for the seller's holding period. The treatment should be stated explicitly in the agreement to avoid disputes at closing.\n",{"question":430,"answer":431},"What happens if the seller sells the property to someone else during the option period?","If the option is properly recorded in the land records, a subsequent purchaser takes the property subject to the option — meaning the buyer retains the right to purchase even after the sale to the third party. If the option is unrecorded, a bona fide purchaser for value without notice may take free of the option, leaving the original buyer with only a damages claim against the seller. Recording promptly after signing is the primary protection against this risk.\n",{"question":433,"answer":434},"How long can an option to buy period last?","There is no universal legal maximum for option periods, but practical and jurisdictional considerations apply. Residential real estate options typically run 30–180 days. Commercial and development options commonly extend 6–24 months to allow time for planning approvals, environmental assessments, or financing arrangements. Some jurisdictions require options on real property to specify an end date to be enforceable. Longer periods generally command higher option fees to compensate the seller for the extended holding period.\n",{"question":436,"answer":437},"Is an option to buy the same as a right of first refusal?","No. An option to buy is an exclusive right to purchase at a fixed price within a set period — the seller cannot sell to anyone else regardless of whether a third-party offer emerges. A right of first refusal only activates when the seller receives a bona fide third-party offer; the rights holder then has the opportunity to match that offer and purchase on the same terms. An option provides stronger and more predictable protection for the buyer.\n",{"question":439,"answer":440},"Does an option to buy agreement need to be notarized?","Notarization is not required for the agreement itself to be binding between the parties in most US states and Canadian provinces. However, if you intend to record the option (or a memorandum of option) in the land registry or county recorder's office — which is strongly advisable for any option on real property — the document will typically need to be notarized or witnessed to meet recording requirements. Requirements vary by jurisdiction; confirm with a local real estate attorney before signing.\n",{"question":442,"answer":443},"Do I need a lawyer to draft or review an option to buy agreement?","For standard real estate or business acquisition options, a high-quality template provides a solid foundation. Legal review is strongly recommended for any option involving a purchase price above $100,000, a multi-year option period, complex conditions precedent, or cross-border transactions. A real estate or M&A attorney can review a completed template in 1–3 hours at a cost of $300–$800, confirm recording requirements, and tailor the remedies clause to your jurisdiction's enforcement landscape.\n",[445,449,453,457],{"industry":446,"icon_asset_id":447,"specifics":448},"Real estate investment","industry-real-estate","Investors use options to control properties during due diligence and financing, preserving capital by committing only the option fee until conditions are confirmed.",{"industry":450,"icon_asset_id":451,"specifics":452},"Construction and development","industry-construction","Developers option land parcels while pursuing rezoning, environmental clearance, or planning approval, avoiding full purchase commitment before entitlements are secured.",{"industry":454,"icon_asset_id":455,"specifics":456},"Mergers and acquisitions","industry-professional-services","Acquirers option private businesses during due diligence and regulatory review, preventing the target from being sold to a competing bidder while the deal is structured.",{"industry":458,"icon_asset_id":459,"specifics":460},"Retail and commercial leasing","industry-retail","Commercial tenants negotiate lease-with-option-to-purchase arrangements, building equity-like rights into long-term occupancy agreements without immediate acquisition commitment.",[462,465,468,471],{"vs":89,"vs_template_id":463,"summary":464},"purchase-and-sale-agreement-D1207","A purchase and sale agreement creates an immediate bilateral obligation — both buyer and seller are committed to completing the transaction on agreed terms. An option to buy is unilateral: only the seller is bound during the option period, and the buyer may walk away by letting the option lapse. Use a purchase and sale agreement when both parties are ready to transact; use an option when the buyer needs a controlled period before committing.",{"vs":243,"vs_template_id":466,"summary":467},"lease-with-option-to-purchase-agreement-D1205","A lease with option to purchase combines an occupancy agreement with an embedded purchase right, typically with rent credits accumulating toward the purchase price. A standalone option to buy agreement has no occupancy component and is used by investors, developers, or acquirers who are not occupying the property during the option period. The lease-option structure is common in residential and small commercial transactions; the standalone option is more typical in investment and development contexts.",{"vs":125,"vs_template_id":469,"summary":470},"right-of-first-refusal-agreement-D13578","A right of first refusal only activates when the seller receives a qualifying third-party offer — the rights holder then has a limited window to match it. An option to buy provides an unconditional exclusive right to purchase at a pre-fixed price regardless of whether any third-party offer exists. Options provide the buyer with far more certainty and market protection; rights of first refusal are weaker but easier for sellers to accept because they do not prevent a market process.",{"vs":247,"vs_template_id":472,"summary":473},"business-purchase-agreement-D1403","A business purchase agreement governs the immediate transfer of a going-concern business, covering assets or shares, representations, indemnities, and closing mechanics. An option to buy agreement on a business grants the buyer the right to purchase at a future date after completing due diligence, regulatory approvals, or financing — without immediately binding either party to close. The option precedes and, upon exercise, converts into the full purchase agreement.",{"use_template":475,"template_plus_review":479,"custom_drafted":483},{"best_for":476,"cost":477,"time":478},"Straightforward options on residential or small commercial property with a purchase price under $100,000 and a standard option period of 90 days or less","Free","30–60 minutes",{"best_for":480,"cost":481,"time":482},"Options on commercial property, business acquisitions, multi-year terms, or transactions with complex conditions precedent or recording requirements","$300–$800 (1–3 hours of attorney review)","2–5 days",{"best_for":484,"cost":485,"time":486},"High-value development land options, cross-border transactions, options with equity participation or profit-sharing, or regulated-industry acquisitions","$1,500–$5,000+","1–3 weeks",[488,493,498,503],{"code":489,"name":490,"flag_asset_id":491,"note":492},"us","United States","flag-us","Option agreements on real property are governed by the law of the state where the property is located, regardless of any choice-of-law clause. Recording requirements vary by state but generally require notarization to record a memorandum of option in the county recorder's office. California, Texas, and New York each have specific statutory frameworks affecting enforceability of options, particularly regarding the rule against perpetuities for long-duration options. Non-compete and assignability defaults also vary significantly by state.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"ca","Canada","flag-ca","Options on real property in Canada are governed provincially. In Ontario, a memorandum of option should be registered on title under the Land Titles Act to protect the buyer against subsequent purchasers and encumbrancers. Quebec's civil law system (rather than common law) governs option agreements in that province — called 'promesse de vente' — and requires specific formalities for enforceability. British Columbia and Alberta have their own Land Title Act registration procedures. Legal review is recommended to confirm provincial recording and formality requirements.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"uk","United Kingdom","flag-uk","In England and Wales, an option to purchase land must be in writing and signed by both parties to satisfy the Law of Property (Miscellaneous Provisions) Act 1989. Options should be registered as an option notice at HM Land Registry to bind third parties; an unregistered option is a minor interest that may be overreached. Stamp Duty Land Tax may be triggered on the grant of the option and again on exercise. Scotland operates under a separate legal system with distinct land registration requirements under the Land Registration etc. (Scotland) Act 2012.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"eu","European Union","flag-eu","Option agreement requirements vary substantially across EU member states — France, Germany, Spain, and the Netherlands each have distinct rules on form, registration, and tax treatment. In France, a 'promesse unilatérale de vente' must generally be registered with tax authorities within 10 days of signing to be enforceable against third parties. Germany requires notarial form for options on real property under the BGB. GDPR considerations apply where the agreement involves processing personal data of individuals. Cross-border options should be reviewed by local counsel in each relevant jurisdiction.",[258,244,251,248,261,509,510,511,512,255,513,514],"letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","real-estate-purchase-agreement-D13234","asset-purchase-agreement-D928","joint-venture-agreement-D889",{"emit_how_to":204,"emit_defined_term":204},{"primary_folder":99,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"sales-and-purchase","agreement","general","all-stages",[522,523,524,525,526],"legal","option-to-buy","purchase-agreement","binding-contract","asset-sale",0.95,"\u003Ch2>What is an Option to Buy Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Option to Buy Agreement\u003C/strong> is a binding legal contract in which a seller (the optionor) grants a buyer (the optionee) the exclusive right — but not the obligation — to purchase a specific property or business asset at a pre-agreed price within a defined time window. In exchange for that right, the buyer pays a non-refundable option fee, which is typically credited toward the purchase price if the option is exercised. Unlike a purchase and sale agreement, which immediately obligates both parties, an option is unilateral: only the seller is bound during the option period, while the buyer retains the freedom to walk away by allowing the option to lapse. This long-form version covers the full range of commercial terms including conditions precedent, representations and warranties, default remedies, assignment rights, and recording mechanics — making it suitable for real estate transactions, business acquisitions, development projects, and joint venture buyouts.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written option agreement, a buyer conducting due diligence or arranging financing has no legal protection against the seller accepting a competing offer in the interim. A seller who agrees verbally to hold a property faces no enforceable obligation — and the buyer loses both the deal and the time invested. A properly executed and recorded option to buy agreement locks the purchase price, prevents the seller from transacting with third parties, and gives the buyer a court-enforceable right to complete the acquisition if the option is exercised. The remedies clause preserves the right to seek specific performance — critical because real property and unique business assets cannot simply be replaced with a damages award. For sellers, the agreement ensures that only a serious buyer with committed option capital can occupy the holding period. This template provides the structural foundation for both sides to negotiate from, reducing the likelihood of a disputed lapse, a forfeited fee, or a title defect that derails closing.\u003C/p>\n",1781185928492]